EMPLOYMENT AGREEMENTEmployment Agreement • June 7th, 2021 • Li-Cycle Holdings Corp. • Hazardous waste management • Ontario
ContractEmployment Agreement • March 15th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management • Ontario
Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”.
SECOND AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • April 22nd, 2022 • Li-Cycle Holdings Corp. • Hazardous waste management • New York
This SECOND AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of April 21, 2022, is being entered into by and between Li-Cycle Holdings Corp., a corporation incorporated under the laws of the Province of Ontario with offices located at 207 Queen’s Quay West, Suite 590, Toronto, Ontario M5J1A7 (the “Company”), and LG Chem, Ltd., a corporation organized under the laws of the Republic of Korea (“Korea”) with offices located at LG Twin Towers, 128, Yeouidae-ro, Yeongdeungpo-gu, Seoul 07336, Korea (the “Subscriber”). This Agreement amends and restates, in its entirety, the Amended and Restated Subscription Agreement, dated as of March 11, 2022 (the “First A&R Agreement”), which amended and restated, in its entirety, the Subscription Agreement, dated as of December 13, 2021 (the “Effective Date”), by and between the Company and the Subscriber (the “Original Agreement”).
GENERAL SECURITY AGREEMENTGeneral Security Agreement • May 13th, 2021 • Li-Cycle Holdings Corp. • Hazardous waste management • New York
DEBTOR: LI-CYCLE INC., a corporation, organized under the laws of the State of Delaware with a mailing address at 2351 Royal Windsor Drive, Suite 10, Mississauga, Ontario, Canada L5J 4S7, the “Debtor”;
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • March 12th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management
This AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of March 11, 2024 (this “Amendment”), is made and entered into by and between Li-Cycle Holdings Corp., a corporation incorporated under the laws of the Province of Ontario (the “Company”), and Continental Stock Transfer & Trust Company, a federally chartered trust company, as Rights Agent (the “Rights Agent”). Except as otherwise provided herein, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement (as defined below).
LI-CYCLE HOLDINGS CORP. 2021 INCENTIVE AWARD PLAN RSU AWARD GRANT NOTICE AND AGREEMENTNotice and Agreement • February 6th, 2023 • Li-Cycle Holdings Corp. • Hazardous waste management • Ontario
membre du directoire or gérant) (1) who, (a) on the Date of Grant, does not own individually more than 10% of the Company’s issued share capital at that time, and (b) shall not hold, as the result of being granted an Restricted Share Unit, own 10% or more of the Company’ issued share capital at that time.
WARRANT AMENDMENT AGREEMENTWarrant Amendment Agreement • August 10th, 2021 • Li-Cycle Holdings Corp. • Hazardous waste management • New York
This Warrant Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of August 10, 2021, between Li-Cycle Holdings Corp., an Ontario corporation (“Parentco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
CANADIAN PLEDGE AGREEMENTCanadian Pledge Agreement • March 25th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management • Ontario
Li-Cycle Holdings Corp., a corporation incorporated under the laws of the Province of Ontario (together with all successors, whether by amalgamation or otherwise, the “Issuer”),
STANDSTILL AGREEMENTStandstill Agreement • September 30th, 2021 • Li-Cycle Holdings Corp. • Hazardous waste management • New York
This STANDSTILL AGREEMENT (this “Standstill Agreement”) is entered into this 29th day of September, 2021, by and among Li-Cycle Holdings Corp., a company incorporated under the laws of the Province of Ontario, Canada (the “Company”), Spring Creek Capital, LLC, a Delaware limited liability company (“SCC”), and Koch Strategic Platforms, LLC, a Delaware limited liability company (together with SCC, “KSP”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 30th, 2021 • Li-Cycle Holdings Corp. • Hazardous waste management • New York
This NOTE PURCHASE AGREEMENT (the “Agreement”), dated September 29, 2021, is being entered into by and between Li-Cycle Holdings Corp., a corporation incorporated under the laws of the Province of Ontario with offices located at 2351 Royal Windsor Dr., Mississauga, Ontario L5J 4SJ (the “Company”), and Spring Creek Capital, LLC, a Delaware limited liability company (the “Purchaser”).
GENERAL SECURITY AGREEMENT THIS AGREEMENT dated the 4 day of February, 2020. BETWEEN:Agreement • June 7th, 2021 • Li-Cycle Holdings Corp. • Hazardous waste management • Ontario
LI-CYCLE CORP., a corporation incorporated under the laws of the Province of Ontario, with its head office at 2351 Royal Windsor Dr., Suite 10, Mississauga, Ontario L5J 4S7
ContractStock Pledge Agreement • March 25th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management • New York
THIS U.S. STOCK PLEDGE AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”) is entered into as of March 25, 2024, by and among LI-CYCLE AMERICAS CORP., an Ontario corporation (“Li-Cycle Americas”) and each other Subsidiary of the Issuer (as defined below) that becomes a party hereto from time to time pursuant to Section 7.10 (Li-Cycle Americas, and each such subsidiary, collectively, the “Grantors”) and Glencore Canada Corporation, having an office at 100, King Street West, Suite 6900, Toronto, ON, M5X 1E3, Canada with company number 1947729 as Collateral Agent (as defined below).
JOINDER AGREEMENT – MASTER COMMERCIAL AGREEMENTJoinder Agreement • March 15th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management • New York
Canadian General Security Agreement between LI-CYCLE HOLDINGS CORP. and LI- CYCLE CORP. and LI-CYCLE AMERICAS CORP. and GLENCORE CANADA CORPORATION as Collateral Agent made March 25, 2024Canadian General Security Agreement • March 25th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management • Ontario
Li-Cycle Corp. and Li-Cycle Americas Corp., each a corporation incorporated under the laws of the Province of Ontario (collectively, the “Guarantors” and, together with the Issuer, the “Debtors”),
LI-CYCLE HOLDINGS CORP. RSU AWARD GRANT NOTICE AND AGREEMENTGrant Notice and Agreement • June 30th, 2021 • Li-Cycle Holdings Corp. • Hazardous waste management • Ontario
Li-Cycle Holdings Corp., a corporation organized under the laws of the Province of Ontario (the “Company”), pursuant to the Plan (as defined in Exhibit A hereto), hereby grants to the holder listed below (“Participant”) the number of Restricted Share Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Share Unit Grant Notice (the “Grant Notice”), the Restricted Share Unit Agreement attached hereto as Exhibit A (the “Agreement”), and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
NORTH AMERICA BLACK MASS & REFINED PRODUCTS ALLOCATION AGREEMENTAllocation Agreement • March 25th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management • New York
THIS NORTH AMERICA BLACK MASS & REFINED PRODUCTS ALLOCATION AGREEMENT (the “Agreement”) is made as of March 25, 2024 (the “Execution Date”),
ContractPledge and Security Agreement • March 25th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management • New York
THIS U.S. PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of March 25, 2024, by and among LI-CYCLE U.S. INC., a Delaware corporation ( “Li-Cycle U.S.”), and each other U.S. Subsidiary of the Issuer (as defined below) listed on the signature pages hereto or that becomes a party hereto from time to time pursuant to Section 7.10 (Li-Cycle U.S., and each such subsidiary, collectively, the “Grantors”) and Glencore Canada Corporation, having an office at 100, King Street West, Suite 6900, Toronto, ON, M5X 1E3, Canada with company number 1947729, as Collateral Agent (defined below).
COMMERCIAL INDUSTRIAL LEASE AGREEMENT TC/P GILBERT GATEWAY, LLC A DELAWARE LIMITED LIABILITY COMPANY AND LI-CYCLE INC., A DELAWARE CORPORATION TENANT For the Premises Located at: Gilbert Gateway Industrial Center Gilbert, Arizona 85296Industrial Lease Agreement • June 7th, 2021 • Li-Cycle Holdings Corp. • Hazardous waste management • Arizona
This Commercial Industrial Lease Agreement (this “Lease”) is dated effective and for identification purposes as of April 14, 2021, by and between TC/P GILBERT GATEWAY, LLC, a Delaware limited liability company (“Landlord”), and LI-CYCLE INC., a Delaware corporation (“Tenant”).
BLACK MASS – Amended and Restated Marketing, Logistics and Working Capital Agreement (the “Agreement”)Original Agreement • January 31st, 2022 • Li-Cycle Holdings Corp. • Hazardous waste management • New York
Whereas we have previously entered into a black mass marketing, logistics and working capital agreement with Li-Cycle Corp. dated as of September 24, 2020, as amended on November 18, 2020, and assigned from Li-Cycle Corp. to Seller, effective October 31, 2021 (the “Original Agreement”), and this Agreement is intended to amend and restate the Original Agreement, effective as of November 1, 2021, as per the terms and conditions set forth herein.
Refined Products—Marketing, Logistics and Working Capital AgreementLi-Cycle Holdings Corp. • May 13th, 2021 • Hazardous waste management • New York
We, Buyer, are pleased to have concluded with you, Seller, this Agreement as per the terms and conditions stated hereinafter:
Li-Cycle Holdings Corp. Toronto, Ontario M5J 1A7Governance Letter Agreement • March 12th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management
Reference is made to that certain Note Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), by and between Li-Cycle Holdings Corp. (the “Company”), Glencore Ltd. (“Glencore Intermediate”) and Glencore Canada Corporation (“Glencore Canada”). As a condition and inducement to each of Glencore Intermediate, Glencore Canada and the Company consummating the transactions contemplated by the Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, Glencore Canada, Glencore Intermediate and Glencore plc (“Glencore Parent”) hereby agree as follows. Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement. As used in this Agreement, Glencore Parent, Glencore Intermediate and Glencore Canada, together with their respective Affiliates, are referred to as “Glencore”.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT BETWEEN [Name of Director/Officer] AND LI-CYCLE HOLDINGS CORP. MADE AS OFDirector and Officer Indemnification Agreement • March 15th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management • Ontario
ContractEmployment Agreement • May 10th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management • New York
Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”.
INVESTOR AND REGISTRATION RIGHTS AGREEMENTInvestor and Registration Rights Agreement • August 16th, 2021 • Li-Cycle Holdings Corp. • Hazardous waste management • Delaware
This Investor and Registration Rights Agreement (this “Agreement”) dated as of August 10, 2021 is among Li-Cycle Holdings Corp., an Ontario corporation (the “Company”), and the parties listed on Schedule A (each, a “Holder” and collectively, the “Holders”).
ContractOfftake Agreement • June 2nd, 2022 • Li-Cycle Holdings Corp. • Hazardous waste management
Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. The redacted terms have been marked at the appropriate place with “[XXX]”.
AMENDMENT NO. 1 TO THE BY-PRODUCTS OFFTAKE AGREEMENTOfftake Agreement • February 6th, 2023 • Li-Cycle Holdings Corp. • Hazardous waste management
THIS AMENDMENT NO. 1 TO THE BY-PRODUCTS OFFTAKE AGREEMENT (“Amendment”) is made as of October 24, 2022, and shall be effective as of October 24, 2022 (the “Execution Date”),
GUARANTY AGREEMENTGuaranty Agreement • May 13th, 2021 • Li-Cycle Holdings Corp. • Hazardous waste management • New York
The Lender extended a loan or established one or more credit facilities in favor of the Borrower on terms and subject to certain conditions set out in a letter of offer dated December 16, 2019 (as amended from time to time, the “Loan Agreement”) and the Borrower may from time to time hereafter obtain credit and other financial accommodations from the Lender and incur liabilities to the Lender under the Loan Agreement and the Financing Documents (as such term is defined in the Loan Agreement); and
LI-CYCLE ROCHESTER WAREHOUSE SUBLEASE COMMENCEMENT AGREEMENTLi-Cycle Rochester Warehouse Sublease Commencement Agreement • March 15th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management
This Sublease Commencement Agreement (this “Agreement”) is entered into between PIKE CONDUCTOR DEV 1, LLC (“Landlord”), and Li-Cycle North America Hub, Inc. (“Tenant”), effective as of July 27, 2023 (the “Effective Date”).
ContractTermination Agreement • May 15th, 2024 • Li-Cycle Holdings Corp. • Hazardous waste management
Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”.
AMENDMENT TO GROUND LEASE AGREEMENTGround Lease Agreement • February 6th, 2023 • Li-Cycle Holdings Corp. • Hazardous waste management
This AMENDMENT TO GROUND LEASE AGREEMENT (this "Amendment") is made as of this 9th day of June, 2022 (“Effective Date”), between RIDGEWAY PROPERTIES I, LLC, a New York limited liability company, with offices c/o Conductor Property Management, LLC, 1010 Lee Road, Rochester, NY 14606 ("Lessor") and LI-CYCLE NORTH AMERICA HUB, INC., a Delaware corporation, 100 Latona Road, Suite 350, Rochester, New York 14652 ("Lessee").
LI-CYCLE HOLDINGS CORP. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENT2020 Incentive Award Plan • May 13th, 2021 • Li-Cycle Holdings Corp. • Hazardous waste management • Ontario
Li-Cycle Holdings Corp., a corporation organized under the laws of the Province of Ontario (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
FORM OF] NOTE GUARANTYLi-Cycle Holdings Corp. • March 12th, 2024 • Hazardous waste management • New York
THIS NOTE GUARANTY (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Note Guaranty”) is entered into as of March [•], 2024, by and among Subsidiaries of the Issuer (as defined in the Note) from time to time party hereto as Note Guarantors (as defined in the Note) from time to time party hereto, and Glencore Canada Corporation, having an office at 100, King Street West, Suite 6900, Toronto, ON, M5X 1E3, Canada with company number 1947729, as Collateral Agent.
ContractOriginal Agreement • January 31st, 2022 • Li-Cycle Holdings Corp. • Hazardous waste management • New York
Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. The redacted terms have been marked at the appropriate place with “[XXX]”.
AMENDED & RESTATED GLOBAL FEED SOURCING AGREEMENTGlobal Feed Sourcing Agreement • June 2nd, 2022 • Li-Cycle Holdings Corp. • Hazardous waste management
ContractBlack Mass Offtake Agreement • June 2nd, 2022 • Li-Cycle Holdings Corp. • Hazardous waste management
Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. The redacted terms have been marked at the appropriate place with “[XXX]”.
